Elan Announces Record Date in Respect of Proposed Demerger

December 05, 2012 04:47 PM Eastern Standard Time

DUBLIN--(BUSINESS WIRE)--Elan Corporation, plc (NYSE: ELN) announced today that it has
established 11.59 p.m. (Dublin time) on December 14, 2012 as the record
date in connection with its previously announced separation of a
substantial portion of its drug discovery business into a new
independent, publicly traded company, Prothena Corporation plc
(Prothena), which separation will be effected pursuant to a demerger
under Irish law.

The occurrence of the distribution of Prothena ordinary shares in the
demerger is conditioned upon, among other conditions to the demerger,
(a) the Registration Statement on Form 10 previously filed by Prothena
with the Securities and Exchange Commission (SEC) in connection with the
demerger, having been declared effective by the SEC and (b) the
affirmative vote of the Elan shareholders to approve the declaration of
the distribution by Elan of 99.99% of the outstanding shares of Prothena
at the extraordinary general meeting of Elan shareholders scheduled to
occur on Wednesday, December 12, 2012.

A detailed timetable for completion of the demerger is expected to be
issued by way of announcement in due course, with expected completion of
the demerger by the end of December, 2012.

About Elan

Elan Corporation, plc (NYSE: ELN) is a neuroscience-based biotechnology
company committed to making a difference in the lives of patients and
their families by dedicating itself to bringing innovations in science
to fill significant unmet medical needs that continue to exist around
the world. Elan shares trade on the New York and Irish Stock Exchanges.
For additional information about the Company, please visit www.elan.com.

Forward-Looking Statements

This press release contains forward-looking statements about Elan’s
financial condition, results of operations, business prospects and
products in research and development that involve substantial risks and
uncertainties.You can identify these statements by the fact that
they use words such as “anticipate”, “estimate”, “project”, “target”,
“intend”, “plan”, “will”, “believe”, “expect” and other words and terms
of similar meaning in connection with any discussion of future operating
or financial performance or events.Among the factors that could
cause actual results to differ materially from those described or
projected herein are the following: some or all of the necessary
preconditions to the proposed demerger are not fulfilled and the
demerger is either delayed or cancelled; if the demerger does occur the
anticipated benefits of the demerger do fail to come to fruition,the
potential of Tysabri, which may be severely constrained by increases in
the incidence of serious adverse events (including death) associated
with Tysabri (in particular, by increases in the incidence rate for
cases of PML), or by competition from existing or new therapies (in
particular, oral therapies), and the potential for the successful
discovery, development and commercialization of additional products
especially given the proposed separation of the Prothena Business which
will leave us with no material pre-clinical research or development
programs or capabilities; Elan’s ability to maintain sufficient cash,
liquid resources, and investments and other assets capable of being
monetized to meet its liquidity requirements; the success of our
development activities, and research and development activities in which
we retain an interest, including, in particular, the impact of the
announced discontinuation of the development of bapineuzumab intravenous
in mild to moderate Alzheimer’s disease; whether our continuing
obligations to fund Janssen AI will be reduced; and the speed with which
regulatory authorizations and product launches may be achieved;whether
the charges we still expect to incur as the result of the restructuring
of our business turn out to be greater than we expect; we own
approximately six percent of Alkermes plc and our shares are subject to
legal and contractual transfer restrictions; failure to comply with
anti-kickback, bribery and false claims laws in the United States,
Europe and elsewhere;difficulties or delays in manufacturing and
supply of Tysabri; trade buying patterns; the impact of potential
biosimilar competition, whether restrictive covenants in Elan’s debt
obligations will adversely affect Elan; the trend towards managed care
and health care cost containment, including Medicare and Medicaid;
legislation and other developments affecting pharmaceutical pricing and
reimbursement (including, in particular, the dispute in Italy with
respect to Tysabri sales), both domestically and internationally;
failure to comply with Elan’s payment obligations under Medicaid and
other governmental programs; exposure to product liability (including,
in particular, with respect to Tysabri) and other types of lawsuits and
legal defense costs and the risks of adverse decisions or settlements
related to product liability, patent protection, securities class
actions, governmental investigations and other legal proceedings; Elan’s
ability to protect its patents and other intellectual property; claims
and concerns that may arise regarding the safety or efficacy of Elan’s
products or product candidates; interest rate and foreign currency
exchange rate fluctuations and the risk of a partial or total collapse
of the euro; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; general changes in United
States and International generally accepted accounting principles;
growth in costs and expenses; and the impact of acquisitions,
divestitures, restructurings, product withdrawals and other unusual
items. A further list and description of these risks, uncertainties and
other matters can be found in Elan’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2011, and in its Reports of Foreign
Issuer on Form 6-K, and in Prothena Corporation’s Form 10, each as filed
with the United States Securities and Exchange Commission. Elan assumes
no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.